Attached files

file filename
8-K/A - FORM 8-K/A - Fifth Season International, Inc.form8ka.htm
EX-21 - EXHIBIT 21 - Fifth Season International, Inc.exhibit21.htm
EX-3.2 - EXHIBIT 3.2 - Fifth Season International, Inc.exhibit3-2.htm
EX-10.7 - EXHIBIT 10.7 - Fifth Season International, Inc.exhibit10-7.htm
EX-10.5 - EXHIBIT 10.5 - Fifth Season International, Inc.exhibit10-5.htm
EX-10.3 - EXHIBIT 10.3 - Fifth Season International, Inc.exhibit10-3.htm
EX-10.2 - EXHIBIT 10.2 - Fifth Season International, Inc.exhibit10-2.htm
EX-10.6 - EXHIBIT 10.6 - Fifth Season International, Inc.exhibit10-6.htm
EX-10.9 - EXHIBIT 10.9 - Fifth Season International, Inc.exhibit10-9.htm
EX-10.4 - EXHIBIT 10.4 - Fifth Season International, Inc.exhibit10-4.htm
EX-10.16 - EXHIBIT 10.16 - Fifth Season International, Inc.exhibit10-16.htm
EX-10.11 - EXHIBIT 10.11 - Fifth Season International, Inc.exhibit10-11.htm
EX-10.14 - EXHIBIT 10.14 - Fifth Season International, Inc.exhibit10-14.htm
EX-10.18 - EXHIBIT 10.18 - Fifth Season International, Inc.exhibit10-18.htm
EX-10.15 - EXHIBIT 10.15 - Fifth Season International, Inc.exhibit10-15.htm
EX-10.12 - EXHIBIT 10.12 - Fifth Season International, Inc.exhibit10-12.htm
EX-10.25 - EXHIBIT 10.25 - Fifth Season International, Inc.exhibit10-25.htm
EX-10.21 - EXHIBIT 10.21 - Fifth Season International, Inc.exhibit10-21.htm
EX-10.19 - EXHIBIT 10.19 - Fifth Season International, Inc.exhibit10-19.htm
EX-10.22 - EXHIBIT 10.22 - Fifth Season International, Inc.exhibit10-22.htm
EX-10.29 - EXHIBIT 10.29 - Fifth Season International, Inc.exhibit10-29.htm
EX-10.17 - EXHIBIT 10.17 - Fifth Season International, Inc.exhibit10-17.htm
EX-10.28 - EXHIBIT 10.28 - Fifth Season International, Inc.exhibit10-28.htm
EX-10.26 - EXHIBIT 10.26 - Fifth Season International, Inc.exhibit10-26.htm
EX-10.23 - EXHIBIT 10.23 - Fifth Season International, Inc.exhibit10-23.htm
EX-10.24 - EXHIBIT 10.24 - Fifth Season International, Inc.exhibit10-24.htm
EX-10.13 - EXHIBIT 10.13 - Fifth Season International, Inc.exhibit10-13.htm
EX-10.27 - EXHIBIT 10.27 - Fifth Season International, Inc.exhibit10-27.htm
EX-10.20 - EXHIBIT 10.20 - Fifth Season International, Inc.exhibit10-20.htm

Exhibit 10.10

Cooperative Business Operation Contract

Party A: Hangzhou The Fifth Season General Merchandise Investment Management Co., Ltd

Party B: He Haiming & Yang Xiaodong

General Information of the Project

  • Party A would register a new company mainly in business scope of operating karaoke entertainment in Jiashan, Zhejiang Province.
  • The new company registered by Party A shall be operated by Party A and Party B jointly.
  • Party A shall provide a self-owned real estate at least 7000 sq.m as the place for business operation.
  • The total investment of the project is RMB 5,000,000 Yuan temporarily. Party A would contribute RMB 3,500,000 Yuan, Party B would contribute RMB 1,500,000 Yuan, and other residual investment would be paid by Party A.
  • The term of cooperative business operation is 5 years since the registered date of the company. The Parties shall sign a new cooperative business operation contract 1 month before the terminate date of the original contract when the cooperation would be extended by the Parties. Party B has the priority of cooperative business operation.

Arrangement on Share Distribute

  • During the term of cooperative business operation, Party A holds 60% as the share proportion and Party B holds 40%.
  • Any Party shall notice the other when the Party is going to transfer its share to a third one. The other Party has the priority of acquiring the transferred share under equal conditions. The share transaction would be invalid if the notice is not issued.

Rights & Obligations of Party A

  • Party A shall offer the self-owned operation place no more than 7 days since the contract was signed.

  • Party A is in charge of the planning and management of the investment for the incorporation, decoration and operation of the company.
  • Party A is entitled to supervise Party B’s activities on incorporation, decoration and operation of the company.
  • Party A shall assist Party B to handle the issues about the company’s business license, permission licenses and etc.

Rights & Obligations of Party B

  • Party B is in charge of handle the issues about the company’s business license, permission licenses and etc.
  • Party B is in charge of the formulation of the management establishment and in charge of the training and assessment of the staff,
  • Party B is in charge of the formulation of the price structure and service examine strandard.
  • Party B is in charge of the maintenance of the operation place, equipments and institutions, which could not be changed, altered or replaced by Party B without the written consent issued by Party A.
  • Party B could not be engaged in any same or similar industries without the written consent issued by Party A.

Business Operation & Management Organ

  • The new company would set up the establishment that the general manager would be in charge of the operation and management of the company. Party B would be on the position, and the term of a general manager would be 5 years. Party B is in charge of the new company’s oral operation and management to ensure the profit planning jointly made by Party A and Party B could be completed.

Profit Distribution

  • All of the net profit gained during the early-time of the new company’s operation shall be used to return the Parties investment and the relevant interest. The annual interest is 12%.

Headlines of the articles omitted

  • Finance & Accounting
  • Liquidation of the new company
  • Validity, Modification and Termination of Contract
  • Force Majeure
  • Dispute Settlement
  • Miscellaneous

Party A: Tengzhou Xinxing Property Development Co., Ltd. 1st Branch
By: /seal/ Tengzhou Xinxing Property Development Co., Ltd. 1st Branch
Date: July 15, 2010

Party B: Tengzhou the Fifth Season Enterprise Management Co., Ltd.
By: /seal/ Tengzhou the Fifth Season Enterprise Management Co., Ltd.
Date: July 15, 2010

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